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HMA TPA Agreement Page 14 4/22
<br />similar fees and expenses, and Plan Sponsor and GHP, jointly and
<br />severally, agree to reimburse and indemnify HMA for such costs, provided
<br />that Upon request, HMA shall provide supporting documentation, to GHP
<br />or Plan Sponsor, of its litigation defense costs.
<br />(b)Indemnification. The Parties agree to the following indemnification provisions:
<br />(i)Plan Sponsor and GHP, jointly and severally, will indemnify, defend and
<br />hold harmless HMA, HMA Affiliates, and their respective directors, officers,
<br />employees (acting in the course of their employment, but not as claimant)
<br />and agents, for that portion of any liability, settlement and related expense
<br />(including the cost of legal defense through and including any appeals)
<br />resulting solely and directly from Plan Sponsor's or GHP's breach of this
<br />Agreement, negligence, gross negligence, willful misconduct, criminal
<br />conduct, fraud or breach of a fiduciary responsibility related to or arising
<br />out of this Agreement.
<br />(ii)HMA will indemnify, defend and hold harmless Plan Sponsor and GHP,
<br />their affiliates and their respective directors, officers, employees (acting in
<br />the course of their employment, but not as claimant) and agents, for that
<br />portion of any liability, settlement and related expense (including the cost
<br />of legal defense through and including any appeals) resulting solely and
<br />directly from HMA's breach of this Agreement, negligence, gross
<br />negligence, willful misconduct, criminal conduct, fraud or breach of a
<br />fiduciary responsibility related to or arising out of this Agreement.
<br />(iii)Plan Sponsor and GHP, jointly and severally, will remain obligated for: (1)
<br />indemnifying HMA for any Claim Dispute under Section 9(a) of this
<br />Agreement, including the litigation defense fees and costs set forth in
<br />Section 9(a)(ii); (2) indemnifying HMA from any claim or loss which results
<br />from Plan Sponsor's incorrect certification of Participant eligibility; (3) the
<br />payment of all GHP benefits; (4) any fines or penalties imposed by federal,
<br />state, or other regulator in connection with HMA filing forms, analysis or
<br />other required documents to such regulators on GHP’s or Plan Sponsor's
<br />behalf; (5) any tax consequences, fees, or penalties resulting from the
<br />GHP plan design; and (6) the payment of all benefits, costs or damages
<br />when the acts giving rise to the liability were performed by Plan Sponsor
<br />or GHP, or by HMA upon Plan Sponsor's or GHP’s direction. HMA will not
<br />be considered negligent if HMA's claims processing services are performed
<br />in accord with the standards of Section 3(c). HMA will not be considered
<br />negligent for failing to meet any standards listed in ASC Performance
<br />Guarantees Addendum, the consequences of any such failure of which are
<br />addressed exclusively in the Performance Guarantees Addendum.
<br />(c)Exclusion from Indemnification. Regardless of fault, HMA shall not be
<br />responsible for funding the Plan’s benefit payments, or for Plan Sponsor’s lost
<br />profits, extrapolations of improper benefit payments, exemplary, special, punitive
<br />or consequential damages.
<br />10.Records Access and Audit Rights. Subject to the provisions of this Paragraph 12, Plan
<br />Sponsor may audit HMA’s compliance with its obligations under this Agreement and HMA
<br />shall supply Plan Sponsor, with access to information acquired or maintained by HMA in
<br />performing services under this Agreement. HMA shall be required to supply only such
<br />information which is in its possession and which is reasonably necessary for the Plan
<br />Sponsor to conduct such audit, provided that such disclosure is not prohibited by law or
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